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Equity-Based Compensation | 12 Months Ended
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Dec. 31, 2025
Equity-Based Compensation |
Equity-Based Compensation | 12. Equity-Based Compensation During the second quarter of 2023, the Company’s stockholders approved a new Holdings 2023 Omnibus Incentive Plan (the “2023 Incentive Plan”), that became effective immediately upon approval, superseding the prior 2013 Incentive Plan (the “2013 Incentive Plan”). The 2023 Incentive Plan along with the 2013 Incentive Plan (collectively referred to as the “Incentive Plan”), include restrictive stock units which may have time-based or performance-based vesting criteria. In addition, during the fourth quarter of 2023, pursuant to the inducement award exception under New York Stock Exchange Rule 303A.08, the Board of Directors approved equity grants to the Company’s newly appointed CEO (“2023 CEO Grants”) which have both time-based and performance-based vesting criteria. The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss). The Company recognizes corporate income tax benefits relating to the vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss). Employee stock-based compensation expense under the Company’s Incentive Plan is as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
​ | ​ | 2025 | ​ | 2024 | ​ | 2023
Expense from time-based awards (a) | ​ | $ | 9,635 | ​ | $ | 10,849 | ​ | $ | 12,305
Expense from performance-based awards (a)(b) | ​ | ​ | 3,338 | ​ | ​ | 2,942 | ​ | ​ | 3,718
Expense from bonus to be settled in shares (c) | ​ | ​ | 3,654 | ​ | ​ | 5,064 | ​ | ​ | 3,513
Equity-based compensation expense | ​ | $ | 16,627 | ​ | $ | 18,855 | ​ | $ | 19,536
Tax benefit from equity-based compensation | ​ | ​ | (2,501) | ​ | ​ | (2,776) | ​ | ​ | (2,834)
Deficit / (excess) tax benefit from equity-based compensation | ​ | ​ | 706 | ​ | ​ | 1,001 | ​ | ​ | 965
Net compensation cost | ​ | $ | 14,832 | ​ | $ | 17,080 | ​ | $ | 17,667
(a) | Includes $0.7 million of expense recognized for time-based awards and $0.6 million of expense recognized for performance-based awards, for the year ended December 31, 2025, for inducement awards granted to the Company's CEO, Erik Carlson, in the fourth quarter of 2023, and two additional employees hired during the second half of 2025. As of December 31, 2025, 804,311 restricted stock units remain outstanding assuming maximum achievement of the CEO performance awards.
(b) | Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions.
(c) | A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued.
Time-based Restricted Stock Time-based restricted stock units and restricted stock awards are valued using the Company’s closing stock price on or just prior to the date of grant. Grants awarded to the Company’s Board of Directors generally vest over a one-year period. Grants awarded to the Company’s employees generally vest equally in annual installments over a two or three-year period. The 2023 CEO Grants vest over a one-year and three-year period. Compensation expense is recognized on a straight-line basis over the requisite service period. The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards:
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Shares | ​ | Weighted average grant date fair value per share
Balance, January 1, 2025 | ​ | 1,743,345 | ​ | $ | 10.40
Granted (a) | ​ | 1,656,049 | ​ | $ | 8.80
Shares vested (including tax withholding) (b) | ​ | (907,191) | ​ | $ | 11.17
Forfeited | ​ | (488,340) | ​ | $ | 9.46
Balance, December 31, 2025 | ​ | 2,003,863 | ​ | $ | 8.96
​
(a) | The weighted average grant date fair value per share for the years ended December 31, 2024 and 2023 were $8.77 and $15.50, respectively.
(b) | Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.
As of December 31, 2025, there was $9.3 million of total unrecognized expense for time-based restricted stock awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.7 years. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023, was $10.1 million, $12.0 million, and $13.2 million, respectively. Performance-based Restricted Stock Performance-based restricted stock units (“PSUs”) granted to employees under the Incentive Plan are stock-based awards that generally vest at the end of a three-year period in which the number of shares ultimately received depends on the Company’s achievement of a specified revenue target over a distinct performance period. The number of shares that could be issued range from 0% to 200% of the participant’s target award and if the minimum threshold conditions are not met, no shares will vest. PSUs that vest upon achievement of a specified revenue target are valued using the Company’s closing stock price on or just prior to the date of grant. For these awards, compensation expense is recognized over the requisite service period and is adjusted based on the estimated revenue achievement for each target. For the 2023 CEO Grants, the PSUs vest based on the price of the Company’s class A common stock during the performance period that runs from the grant date through December 31, 2027. The number of shares that could be issued range from 0% to 200% of the participant’s target award and if the minimum threshold conditions are not met, no shares will vest. PSUs for the 2023 CEO Grants are valued on the date of grant using a Monte Carlo simulation and compensation expense is recognized over the derived service period. The following table summarizes equity-based compensation activity related to PSUs:
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Shares | ​ | Weighted average grant date fair value per share
Balance, January 1, 2025 | ​ | 1,025,661 | ​ | $ | 6.22
Granted (a) | ​ | 741,435 | ​ | $ | 9.27
Shares vested (including tax withholding) (b) | ​ | (237,463) | ​ | $ | 11.40
Forfeited | ​ | (334,429) | ​ | $ | 9.86
Balance, December 31, 2025 | ​ | 1,195,204 | ​ | $ | 6.06
(a) | The weighted average grant date fair value per share for the years ended December 31, 2024 and 2023 were $8.81 and $7.95, respectively.
(b) | Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.
​ As of December 31, 2025, there was $1.7 million of total unrecognized PSU expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.5 years for PSUs. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023, was $2.7 million, $2.2 million, and $3.8 million, respectively, for PSUs. After giving effect to all outstanding awards, there were 3,530,869 additional shares available for the Company to grant under the 2023 Incentive Plan as of December 31, 2025.

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